Press Releases

Ener-Core Enters into Definitive Agreement for the Private Placement of $3.1 Million of Senior Secured Notes and Warrants

IRVINE, Calif.--
Ener-Core, Inc. (OTCQB: ENCR), the world’s only provider of Power
Oxidation technology and equipment that generates clean power from
low-quality and waste gases from a wide variety of industries, has
entered into an agreement to sell $3.1 million of senior secured notes
and warrants, in a private placement for aggregate gross proceeds of
$3.1 million. The company intends to use the proceeds from this private
placement for general corporate purposes and to fulfill the capital
requirements for its global licensing agreement with Dresser-Rand. The
company expects to close the sale of the secured notes on or around
April 23, 2015.

Interest on the senior secured notes is payable monthly in cash on the
first day of each calendar month beginning May 1, 2015 at a rate of 12
percent per annum and the notes shall have a maturity date of April 23,
2017. For each dollar invested in the senior secured notes, the
investors will receive warrants with a five-year term to purchase
approximately 2.2 shares of common stock at an exercise price of $0.25
per share.

Alain Castro, CEO of Ener-Core, said, “As Ener-Core continues to execute
on its sales and technological milestones, it’s refreshing to see our
existing investors really stepping up to provide us with additional
growth capital to support our growth endeavors. We have worked hard to
earn the level of trust and support that we have from our shareholders,
and over the last six months we have been enjoying a positive level of
traction on our business objectives. With this tranche of capital from
existing shareholders, we’re confident that we will continue to execute
positively on our business objectives, thereby creating additional value
for our shareholders.”

This press release shall not constitute an offer to sell or a
solicitation of an offer to buy, nor shall there be any sale of these
securities in any state or jurisdiction in which such offer,
solicitation or sale would be unlawful prior to registration or
qualification under the securities laws of such state or jurisdiction.

Further details regarding this private placement can be found in
Ener-Core’s Current Report on Form 8-K filing with the Securities and
Exchange Commission filed on April 23, 2015.

About Ener-Core

Irvine, California-based Ener-Core, Inc. (ENCR)
designs, manufactures and has commercially deployed unique systems that
generate base load, clean power from polluting waste gases including
methane. Ener-Core’s patented Power Oxidizer is the only solution of its
kind that turns one of the most potent pollution sources into a
profitable, “always on” source of clean energy. Ener-Core’s technology
offers a revolutionary alternative to the flaring (burning) of gaseous
pollution while generating operating efficiencies and ensuring
compliance with costly environmental regulations.

Ener-Core offers a variety of platforms including the 250kW Ener-Core
Powerstation EC250 ("EC250"), the Ener-Core Power Oxidizer 333 KW
Powerstation (“EC333”) and the larger counterpart, the 2MW Ener-Core
Powerstation KG2-3GEF/PO.

Cautionary Statement Regarding Forward-Looking Statements

Forward-looking statements contained in this press release are made
under the Safe Harbor Provision of the Private Securities Litigation
Reform Act of 1995. Information provided by Ener-Core, Inc., such as
online or printed documents, publications or information available via
its website may contain forward-looking statements that involve risks,
uncertainties, assumptions, and other factors, which, if they do not
materialize or prove correct, could cause its results to differ
materially from historical results, or those expressed or implied by
such forward-looking statements. All statements, other than statements
of historical fact, are statements that could be deemed forward-looking
statements, including statements containing the words "planned,"
"expects," "believes," "strategy," "opportunity," "anticipates," and
similar words. These statements may include, among others, plans,
strategies, and objectives of management for future operations; any
statements regarding proposed new products, services, or developments;
any statements regarding future economic conditions or performance;
statements of belief; and any statements of assumptions underlying any
of the foregoing. The information contained in this release is as of the
date of this press release. Except as otherwise expressly referenced
herein, Ener-Core assumes no obligation to update forward-looking
statements.